If you are one of those people who have a company that has been dissolved due to the non-payment of corporate tax, it is important that you take into consideration that in Costa Rica there are two laws that regulate this matter. And, as it has been informed, they help us with the regulation of the reinsertion into the legal life of these companies. As we have mentioned in our previous articles, knowing these two laws is of great importance to know the steps to follow, to request the termination of the dissolution, and the procedure for re-registered.

To understand the background, it is important to remember Law No. 9024 of December 23rd, 2011. This law regulated for the first time that all companies must pay the corporate income tax on an annual basis and that the non-payment of this tax for three consecutive periods is a cause for dissolution. For this reason, all companies that were dissolved for non-payment of corporate income tax between 2012 and 2015 were governed by this law. Subsequently, in 2017 Law No. 9428 was published, and this law is the one currently in force for the companies that were dissolved between 2017 and 2021.

It is important to remember that companies have until December 15th, 2022, to cancel the amounts owed by these corporations and until January 15th, 2023, to file the request for termination of their dissolution before the National Registry. Once this has been done, these legal entities will return to the same condition in which they were before their dissolution.

It is always important to keep this information in mind to know what procedure to follow if we have any corporation in this situation.

Now, once we have achieved the reinsertion to the legal life of our previously dissolved companies, it is important to know what the implications will be once they are “reactivated”. It is essential to have proper advice to know how to keep up to date and in order with all the necessary obligations.

Among these obligations we have the following:
● Payment of tax to legal entities for the year 2022.
● Update data and information in the system of the Ministry of Finance ATV.
● Declaration in the Registry of Transparency and Beneficial Owners.
● Self-assessment and payment of administrative penalties generated by delinquency in the payment of the legal entity tax.

Regarding this last obligation, a series of requirements are established to achieve this self-assessment, such as submitting a form indicating the year in which the legal entity tax delinquency occurred, establishing the legal basis, and entering the ATV, among others.

If you need advice, not only to reinstate your company to legal life but also to comply with the obligations established by law and ensure that your company is completely up to date, in ERP Lawyers we have a team of highly trained experts to provide the necessary legal advice; we invite you to contact us at daniela@erplawyers.com.